Final Term Sheet
Filed Pursuant to Rule 433
Registration Numbers: 333-183695
333-183695-01
333-183695-02
333-183695-03
333-183695-04
September 4, 2012
FINAL TERM SHEET
WPP FINANCE 2010
Fully and Unconditionally Guaranteed by
WPP PLC
WPP 2008 LIMITED
WPP 2005 LIMITED
WPP AIR 1 LIMITED
The information in this pricing term sheet supplements the preliminary prospectus supplement, dated September 4, 2012 (the “Preliminary Prospectus”) of WPP Finance 2010, WPP plc, WPP 2008 Limited, WPP 2005 Limited and WPP Air 1 Limited, and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus.
U.S.$500,000,000 3.625% Senior Notes due 2022 (the “2022 Notes”)
| Issuer: | WPP Finance 2010 | |
| Guarantors: | WPP plc | |
| WPP 2008 Limited | ||
| WPP 2005 Limited | ||
| WPP Air 1 Limited | ||
| Aggregate Principal Amount: | U.S.$500,000,000 | |
| Trade Date: | September 4, 2012 | |
| Settlement Date: | September 7, 2012 (T+3) | |
| Maturity Date: | September 7, 2022 | |
| Coupon (Interest Rate): | 3.625% | |
| Issue Price (Price to Public): | 99.163% of principal amount | |
| Yield to Maturity: | 3.726% | |
| Benchmark Treasury: | U.S. Treasury 1.625% due August 15, 2022 | |
| Spread to Benchmark Treasury: | 215 basis points | |
| Benchmark Treasury Price and Yield: | 100-14+, 1.576% | |
| Net Proceeds to the Issuer (after underwriting discounts and commissions and before offering expenses): | U.S.$493,565,000 | |
| Interest Payment Dates: | March 7 and September 7 of each year, beginning on March 7, 2013 | |
| Interest Payment Record Dates: | February 21 and August 21 of each year | |
| Optional Redemption: | The Issuer may, at its option, redeem the 2022 Notes, in whole or in part, at the greater of (1) 100% of the principal amount of such 2022 Notes and (2) the sum of the present values of each remaining payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate plus 35 basis points, plus accrued and unpaid interest to, but excluding, the redemption date | |
| Tax Redemption: | The Issuer may, at its option, redeem the 2022 Notes, in whole (but not in part), upon the occurrence of certain events relating to taxation at 100% of the principal amount of such 2022 Notes, plus accrued interest and unpaid to, but excluding, the redemption date | |
| Sinking Fund Provisions: | None | |
| Change of Control Repurchase Event Offer: | Upon the occurrence of a change of control repurchase event, the Issuer will be required to make an offer to purchase the 2022 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date | |
| Legal Format: | SEC Registered | |
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| Joint Book-Running | ||
| Managers: | Barclays Capital Inc. | |
| BNP Paribas Securities Corp. | ||
| Citigroup Global Markets Inc. | ||
| HSBC Securities (USA) Inc. | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
| RBS Securities Inc. | ||
| Selling Restrictions: | European Economic Area, United Kingdom and Canada | |
| CUSIP/ISIN: | 92936M AC1/US92936MAC10 | |
| Expected Ratings*: | S&P: BBB (stable outlook) | |
| Moody’s: Baa2 (stable outlook) | ||
| Definition of “USA notes”: | The definition of “USA notes” applicable to the additional guarantee covenant of the 2022 Notes is revised to include the 2042 Notes. | |
U.S.$300,000,000 5.125% Senior Notes due 2042 (the “2042 Notes”)
Except as set forth below, the terms of the 2042 Notes (and related guarantees) will be the same as the 2022 Notes (and related guarantees), including the terms set forth in the Preliminary Prospectus and the accompanying prospectus.
| Issuer: | WPP Finance 2010 | |
| Guarantors: | WPP plc | |
| WPP 2008 Limited | ||
| WPP 2005 Limited | ||
| WPP Air 1 Limited | ||
| Aggregate Principal Amount: | U.S$300,000,000 | |
| Trade Date: | September 4, 2012 | |
| Settlement Date: | September 7, 2012 (T+3) | |
| Maturity Date: | September 7, 2042 | |
| Coupon (Interest Rate): | 5.125% | |
| Issue Price (Price to Public): | 99.454% of principal amount | |
| Yield to Maturity: | 5.161% | |
| Benchmark Treasury: | U.S. Treasury 3.000% due May 15, 2042 | |
| Spread to Benchmark Treasury: | 250 basis points | |
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| Benchmark Treasury Price and Yield: | 106-29+, 2.661% | |
| Net Proceeds to the Issuer (after underwriting discounts and commissions and before offering expenses): | U.S.$295,737,000 | |
| Interest Payment Dates: | March 7 and September 7 of each year, beginning on March 7, 2013 | |
| Interest Payment Record Dates: | February 21 and August 21 of each year | |
| Optional Redemption: | The Issuer may, at its option, redeem the 2042 Notes, in whole or in part, at the greater of (1) 100% of the principal amount of such 2042 Notes and (2) the sum of the present values of each remaining payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate plus 40 basis points, plus accrued and unpaid interest to, but excluding, the redemption date | |
| Tax Redemption: | The Issuer may, at its option, redeem the 2042 Notes, in whole (but not in part), upon the occurrence of certain events relating to taxation at 100% of the principal amount of such 2042 Notes, plus accrued interest and unpaid to, but excluding, the redemption date | |
| Sinking Fund Provisions: | None | |
| Change of Control | ||
| Repurchase Event Offer: | Upon the occurrence of a change of control repurchase event, the Issuer will be required to make an offer to purchase the 2042 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date | |
| Legal Format: | SEC Registered | |
| Joint Book-Running | ||
| Managers: | Barclays Capital Inc. | |
| BNP Paribas Securities Corp. | ||
| Citigroup Global Markets Inc. | ||
| HSBC Securities (USA) Inc. | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| RBS Securities Inc. | ||
| Selling Restrictions: | European Economic Area, United Kingdom and Canada | |
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| CUSIP/ISIN: | 92936M AD9/US92936MAD92 | |
| Expected Ratings*: | S&P: BBB (stable outlook) | |
| Moody’s: Baa2 (stable outlook) | ||
| Definition of “USA notes”: | The definition of “USA notes” applicable to the additional guarantee covenant of the 2042 Notes is revised to include the 2022 Notes. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating.
The offer and sale of the Notes to which this final term sheet relates have been registered by the Issuer and the Guarantors by means of a registration statement on Form F-3 (SEC File Nos. 333-183695, 333-183695-01, 333-183695-02, 333-183695-03 and 333-183695-04).
The Issuer and the Guarantors have filed a registration statement (including a prospectus) with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer and the Guarantors have filed with the SEC for more complete information about the Issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-877-603-5847, BNP Paribas Securities Corp. toll-free at 1-800-854-5674, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or RBS Securities Inc. toll-free at 1-866-884-2071.
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